Terms of service

These Terms of Service (“Terms”) are a legally binding agreement between Xeed Consulting Private Limited (“Xeed”, “we”, “us” or “our”), the owner of the WorkVigil brand, and the business or other legal entity that creates or subscribes to a WorkVigil workspace (“Customer”, “you” or “your”). WorkVigil is a brand owned by Xeed Consulting Private Limited; references to “WorkVigil” mean the software, website and related services made available by Xeed.

Registered office: Xeed Consulting Private Limited , Supreme Works, 2nd Floor, Eros City Square, Sector 49, Gurugram, Haryana – 122018 – India

E-Mail: legal@xeedconsulting.com

Download the Terms of Service (Word document)

1. Agreement and authority

These Terms apply to the WorkVigil website, application, workspace, support and subscription services, except to the extent a signed order form or separate written agreement expressly varies them. If a signed enterprise agreement conflicts with these Terms, the signed agreement will prevail for that Customer to the extent of the conflict.

The person accepting these Terms represents that they are authorised to bind the Customer. Acceptance may occur through a clear click-through acceptance, signed order form or other legally recognised electronic method. Xeed will retain a record of the applicable version and acceptance event where the product supports it.

These Terms are intended for business use. If an individual uses the Services in a personal or consumer capacity, mandatory consumer protections, where applicable, are not excluded by this clause.

2. Definitions

• “Authorised User” means an employee, contractor or other person the Customer authorises to access its workspace.
• “Customer Data” means information, records, files, personal data and other content submitted to or generated within the Customer’s workspace, excluding Xeed’s software, service telemetry that does not identify the Customer’s content, and Xeed’s own business records.
• “Order” means the online plan selection, order form or other written record specifying the subscription, fees, term and any agreed service levels.
• “Services” means the WorkVigil software, website, support and associated services made available under an Order.

3. Workspace and user administration

The Customer is responsible for its workspace administrators, user invitations, role assignments, access permissions and the accuracy of account information. Each Authorised User must use their own account and must not share credentials.

The Customer must promptly disable access for people who no longer require it, protect credentials, use available security controls and notify Xeed promptly of suspected unauthorised access or compromise.

The Customer is responsible for its users’ use of the Services and for ensuring that their use complies with these Terms, applicable law and the Customer’s internal policies. The Customer must not permit access by anyone under 18 unless Xeed has expressly approved that use in writing and all applicable legal requirements are met.

4. Trial and evaluation

Unless an Order says otherwise, a new workspace may be offered a 14-day trial without payment-card details. Trial features and limits are those displayed at sign-up and may differ from paid plans. Xeed may modify trial eligibility or availability for future sign-ups.

At the end of a trial, if the Customer has not subscribed, Xeed may restrict the workspace to read-only access or otherwise limit functionality as disclosed at sign-up. Read-only status does not itself delete Customer Data. The Customer should export any data it wishes to retain before the applicable export period ends.

Trial access is provided for evaluation, not for production-critical use unless Xeed expressly agrees otherwise. Trial data may be deleted after the retention period described in the Privacy Policy or an applicable Order.

5. Subscription, fees, invoicing and taxes

Plan names, features, user limits, storage limits, usage limits and fees are described on the pricing page or in the Order. Fees are payable in the currency and billing cadence specified at purchase. Unless stated otherwise, prices are exclusive of GST and other applicable taxes, which will be charged on invoices as required by law.

The Customer must provide accurate legal name, billing address, GSTIN and invoice details. Each party is responsible for its own taxes, except taxes imposed on the other party’s income. Any withholding required by law must be supported by appropriate certificates and documentation.

Fees are due on the date shown on the invoice or Order. If payment fails or remains overdue, Xeed may issue a reminder, suspend paid features or restrict the workspace after reasonable notice and an opportunity to cure, except where immediate action is reasonably necessary for security, fraud or legal compliance. Undisputed fees remain payable.

Unless the Order says otherwise, subscriptions renew for successive periods equal to the initial billing period until cancelled. Xeed will disclose renewal terms and any applicable cancellation deadline before purchase. The Customer authorises collection of recurring fees only through the payment method and flow it has selected and accepted.

Xeed may change prices for a future renewal period by giving at least 30 days’ notice to the Customer’s administrator or such longer period as required by law or the Order. A price change will not retroactively alter fees already paid for the current committed period. If the Customer does not accept a price increase, it may cancel before the new price takes effect.

6. Cancellation, refunds and access after expiry

The Customer may request cancellation through the billing interface, if available, or by contacting support@xeedconsulting.com. Unless the Order states otherwise, cancellation takes effect at the end of the then-current paid billing period and prevents the next renewal; it does not automatically refund fees for a period already started.

Prepaid subscription fees are non-refundable except where a refund is expressly promised in the Order, required by applicable law, or payable as an agreed service credit. This clause does not limit any non-waivable statutory rights.

After expiry or cancellation, the workspace may become read-only for an export period of at least 30 days, unless a different period is disclosed in the Order or immediate restriction is needed for security or legal reasons. The Customer should export its Customer Data during this period.

After the export period, Xeed may delete or anonymise Customer Data according to its documented retention and backup schedule, except data that must or may lawfully be retained for tax, legal, security, fraud-prevention or dispute purposes. Backup copies may remain until their scheduled expiry. The Privacy Policy and any DPA govern the handling of personal data.

7. Customer Data, privacy and processing

As between the parties, the Customer retains its rights in Customer Data. The Customer grants Xeed a limited, non-exclusive right to host, copy, transmit, display, process and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain and support the Services, comply with law and perform the Order.

The Customer represents that it has all necessary rights, notices, permissions and lawful grounds to submit Customer Data and to instruct Xeed to process it, including personal data relating to employees, contractors, customers, vendors and other individuals. The Customer must not upload data it is not authorised to use.

The parties will comply with applicable data protection and cybersecurity law. Where Xeed processes personal data on behalf of the Customer, the parties will enter into or rely on an applicable DPA where required. The DPA should cover documented instructions, confidentiality, security, subprocessors, assistance with rights requests and incidents, deletion/return and audit or compliance information.

Xeed will not sell Customer Data or use identifiable workspace content for third-party advertising. Xeed will not use Customer Data to train general-purpose AI or machine-learning models unless separately and clearly disclosed and authorised in writing by the Customer.

The Customer is responsible for deciding what information is entered into WorkVigil, setting appropriate permissions, giving required workplace notices, and ensuring lawful use of photographs, recordings, signatures, location evidence and employee monitoring features.

8. Acceptable use

The Customer and its Authorised Users must not:

• use the Services in violation of applicable law, a third party’s rights or a binding obligation;
• upload malware, attempt unauthorised access, bypass security or permission controls, or access another customer’s data;
• interfere with, disrupt, overload, reverse engineer or probe the Services except to the extent such restriction is prohibited by law;
• use the Services to transmit unlawful, fraudulent, defamatory or infringing material, or to conduct harassment or unlawful surveillance;
• resell, sublicense, rent or commercially exploit the Services outside the permitted subscription without Xeed’s written consent; or
• use the Services in a way that materially threatens platform security, availability or the rights of other users.

Xeed may investigate suspected violations and may suspend access proportionately where reasonably necessary to protect the Services, customers or the public, or to comply with law. Where practicable, Xeed will notify the Customer administrator, explain the reason and provide an opportunity to resolve the issue.

9. Service availability, support and changes

Xeed will use commercially reasonable efforts to operate and maintain the Services. Unless an Order or SLA expressly provides otherwise, the Services are provided without a guaranteed uptime percentage, response time or recovery objective. Any service levels, support hours, maintenance windows, response targets and service credits must be stated in a separate SLA or Order.

The Services may be updated, corrected or improved. Xeed may retire a feature where necessary for security, legal compliance or technical reasons. If a change materially reduces a paid feature during a committed term, Xeed will give reasonable prior notice where practicable and, where appropriate, provide a reasonable alternative or allow cancellation of the affected feature or subscription.

Third-party networks, email providers, cloud providers and payment providers may affect availability or delivery. Xeed remains responsible for its own contractual obligations but is not responsible for delays caused solely by external systems outside its reasonable control.

10. Confidentiality

Each party may receive non-public business, technical, financial or operational information from the other (“Confidential Information”). The receiving party will use it only to perform this agreement, protect it using reasonable care, and disclose it only to personnel, advisers and service providers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is public without breach, already lawfully known, independently developed without use of the other party’s information, or lawfully received from a third party. A party may disclose information where required by law, after giving notice where legally permitted.

These obligations continue for three years after termination, except that trade secrets and personal data remain protected for as long as required by applicable law or their nature.

11. Security and incidents

Xeed will maintain reasonable technical and organisational safeguards appropriate to the Services and the data processed. The controls actually implemented, including access controls, encryption, logging, backups and incident handling, should be described in the applicable security documentation and DPA; no certification or control is promised unless expressly stated.

Each party will notify the other without undue delay after becoming aware of a security incident affecting the other party’s data and will reasonably cooperate in investigation, mitigation and legally required notifications. The legally responsible party will make notifications to regulators or individuals within applicable legal timelines. The Customer must promptly provide information reasonably required to investigate an incident involving its users or instructions.

12. Intellectual property and feedback

Xeed and its licensors retain all rights in the Services, software, source code, product design, templates provided as part of the platform, documentation, brand assets and related intellectual property. WorkVigil is a brand owned by Xeed Consulting Private Limited. No ownership right is transferred to the Customer.

During the subscription term, Xeed grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Services for its internal business purposes, subject to these Terms and the applicable Order.

The Customer retains ownership of Customer Data. The Customer grants no broader rights than those needed to provide the Services. If the Customer provides suggestions or feedback, Xeed may use them to improve the Services without restriction or payment, provided that Xeed does not disclose the Customer’s Confidential Information or identify the Customer publicly without permission.

13. Warranties and disclaimers

Each party represents that it has authority to enter into these Terms. Xeed will provide the Services with reasonable care and skill consistent with the applicable Order.

Except for express commitments in an Order, SLA or mandatory law, the Services are provided on an “as available” basis and Xeed does not warrant that the Services will be uninterrupted, error-free or suitable for every business purpose. Xeed does not provide legal, tax, HR, safety, regulatory or professional advice through the software.

WorkVigil records, organises and reports information supplied by users and configured workflows. The Customer remains responsible for business decisions, approvals, legal compliance, verification of records and the adequacy of its own controls. Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

14. Indemnity

The Customer will indemnify Xeed against third-party claims, losses and reasonable costs to the extent arising from Customer Data that infringes third-party rights, the Customer’s unlawful instructions or use of the Services, or the Customer’s material breach of these Terms, except to the extent caused by Xeed’s breach, negligence or wilful misconduct.

Xeed will defend the Customer against a third-party claim alleging that the unmodified Services, as supplied by Xeed and used as permitted, infringe that third party’s intellectual property rights in India, and will pay damages finally awarded or settlements approved by Xeed. Xeed may modify or replace the affected part, obtain a right to continue use, or terminate the affected Service and refund prepaid unused subscription fees if none of those options is commercially reasonable. This obligation does not apply to claims caused by Customer Data, Customer modifications, combinations not supplied by Xeed, or use outside these Terms.

A party seeking indemnity must promptly notify the other, provide reasonable cooperation and allow the indemnifying party to control the defence and settlement, provided no settlement may impose liability or an admission on the indemnified party without its consent.

15. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential loss, or loss of profits, revenue, goodwill or anticipated savings, arising out of these Terms, even if advised of the possibility of such loss. This does not exclude amounts payable to third parties under an indemnity or other loss that cannot lawfully be excluded.

Subject to the exceptions below, each party’s aggregate liability arising out of or in connection with these Terms during any rolling 12-month period will not exceed the fees paid or payable by the Customer to Xeed for the Services in the 12 months preceding the event giving rise to the claim.

The cap and exclusions do not apply to liability that cannot be limited by law, fraud or wilful misconduct, the Customer’s payment obligations, or a party’s deliberate infringement or misuse of the other party’s intellectual property. Liability for confidentiality, data protection or security breaches should be expressly negotiated in the Order or DPA; unless varied there, it is subject to the general cap to the maximum extent permitted by law.

Nothing in these Terms limits rights or remedies that cannot be waived or restricted under applicable Indian law.

16. Suspension and termination

A Customer may cancel in accordance with Section 6. Either party may terminate these Terms for a material breach if the breaching party fails to remedy it within 30 days after receiving written notice describing the breach. A party may terminate immediately where required by law, where the other party becomes insolvent to the extent permitted by law, or where an urgent and material security or unlawful-use risk cannot reasonably be addressed by a lesser measure.

Xeed may suspend affected access temporarily to protect the Services, other customers, personal data or legal compliance. Where practicable, Xeed will provide notice, reasons and a route to remedy.

On termination, the Customer’s licence to use the Services ends, subject to any agreed read-only/export period. Each party will return or destroy the other’s Confidential Information on request, subject to lawful retention, backups and records required for legal, accounting, security or dispute purposes. Sections intended by their nature to survive termination will survive.

17. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil disturbance, government action, widespread network or power failure, epidemics, labour disruption or failures of essential third-party infrastructure, provided the affected party takes reasonable steps to mitigate the impact. This clause does not excuse payment obligations for Services already provided.

18. Disputes and governing law

These Terms are governed by the laws of India, without prejudice to mandatory law that applies to a party. The parties will first attempt in good faith to resolve a dispute through their designated business contacts, followed by senior management discussions.

If the dispute is not resolved within 30 days after written notice of the dispute, either party may bring proceedings before the competent courts at Gurgaon, , India, subject to applicable law. This clause does not prevent either party from seeking urgent interim relief from a court of competent jurisdiction.

19. Notices and electronic records

Notices to Xeed must be sent to legal@xeedconsulting.com and to its registered office stated above, unless an Order provides otherwise. Notices to the Customer may be sent to the administrator email or billing/legal contact recorded in the workspace. Each party must keep its contact details current.

The parties agree that electronic records, click-through acceptance, electronic communications and electronic signatures may be used to the extent permitted by Indian law. Each party is responsible for maintaining access to its designated email and account.

20. Changes to these Terms

Xeed may update these Terms to reflect changes in law, security, Services or business practices. The updated version will show its revision date. For material changes affecting an active paid subscription, Xeed will give reasonable prior notice and the change will ordinarily take effect at the next renewal unless earlier application is required by law, security or regulatory direction.

Where a change materially and adversely affects the Customer during a paid committed term, the Customer may notify Xeed before the change takes effect; the parties will discuss a reasonable solution, which may include continued use under the previous term for the balance of the committed period where practicable. Acceptance must not be inferred from continued use where applicable law requires affirmative consent.

21. General

The Customer may not assign these Terms without Xeed’s prior written consent, except to an affiliate or successor in a merger or sale of substantially all relevant assets where the assignee assumes the obligations and the assignment is lawful. Xeed may assign these Terms to an affiliate or successor in connection with a corporate reorganisation or transfer of the relevant business, subject to applicable law.

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue. A failure to enforce a provision is not a waiver. These Terms and the applicable Order, DPA and SLA form the entire agreement regarding the Services and supersede prior discussions on the same subject. There are no third-party beneficiaries unless expressly stated.

22. Contact details

Legal entity: Xeed Consulting Private Limited

Brand: WorkVigil (owned by Xeed Consulting Private Limited)

Registered office: Xeed Consulting Private Limited , Supreme Works, 2nd Floor, Eros City Square, Sector 49, Gurugram, Haryana – 122018 – India

Legal notices: legal@xeedconsulting.com

Customer support: support@xeedconsulting.com

Privacy and grievance contact: privacy@xeedconsulting.com / Sumeet Mehta

GSTIN: 06AAACX3757E1ZD

Website: https://workvigil.com , https://workvigil.in